O A
Corporate Governance Statement (continued)
Participation in person, by proxy or
through electronic communication
Attendance list
Chairman of the AGM
Voting
Minutes
Resolutions to be adopted by the AGM
Article 10 of the EU Take-Over
Directive Decree
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
Each shareholder is entitled, either personally or
by proxy authorised in writing, to attend the AGM,
to address the meeting and to exercise his or her
voting rights.
The Executive Board may determine that the
powers set out in the previous sentence may also be
exercised by means of electronic communication.
If a shareholder wants to exercise his or her rights
by proxy authorised in writing, the written power of
attorney must be received by the Company no later
than on the date indicated for that purpose in the
convocation notice. Through its corporate website,
the Company generally facilitates that shareholders
can give electronic voting instructions.
Each person entitled to vote or otherwise entitled
to attend a meeting or such person's representative
shall have to sign the attendance list, stating
the number of shares and votes represented by
such person.
The AGM shall be presided over by the Chairman
or the Vice-Chairman of the Supervisory Board,
or in his absence, by one of the Supervisory Board
members present at the meeting, to be designated
by them in mutual consultation. If no members of
the Supervisory Board are present, the meeting shall
appoint its own chairman.
All resolutions of the AGM shall be adopted by an
absolute majority of the votes cast, except for those
cases in which the law or the Articles of Association
prescribe a larger majority.
Each share confers the right to one vote. Blank votes
shall be considered as not having been cast.
The Executive Board may determine in the
convocation notice that any vote cast prior to
the AGM by means of electronic communication
shall be deemed to be a vote cast in the AGM.
Such a vote may not be cast prior to the record date.
A shareholder who has cast his or her vote prior to
the AGM by means of electronic communication
remains entitled, whether or not represented by a
holder of a written power of attorney, to participate
in the AGM.
The proceedings in the AGM shall be recorded in
minutes taken by a secretary to be designated by
the chairman of the meeting, which minutes shall
be signed by the chairman of the meeting and the
secretary. If, in deviation of the above, a notarial
record of the proceedings of the AGM is drawn
up, the chairman of the meeting shall countersign
the notarial record. Upon request, the record of
the proceedings of the AGM shall be submitted to
shareholders ultimately within three months after
the conclusion of the meeting.
Heineken N.V. Annual Report 2018 O
Financial Statements Sustainability Review Other Information
The AGM has authority to adopt resolutions
concerning, inter alia, the following matters:
Issue of shares by the Company or rights on
shares (and to authorise the Executive Board to
resolve that the Company issues shares or rights
on shares)
Authorisation of the Executive Board to resolve
that the Company acquires its own shares
Cancellation of shares and reduction of
share capital
Appointment of Executive Board members
The remuneration policy for Executive
Board members
Suspension and dismissal of Executive
Board members
Appointment of Supervisory Board members
The remuneration of Supervisory Board members
Suspension and dismissal of Supervisory
Board members
Appointment of the Delegated Member of the
Supervisory Board
Adoption of the financial statements
Granting discharge to Executive and Supervisory
Board members
Dividend distributions
A material change in the corporate
governance structure
Appointment of the external auditor
Amendment of the Articles of Association, and
Liquidation.
Resolutions on a major change in the identity or
character of the Company or enterprise shall be
subject to the approval of the AGM. This would
at least include (a) the transfer of the enterprise
or the transfer of practically the entire enterprise
of the Company to a third party, (b) the entering
into or the termination of a lasting co-operation
of the Company or a subsidiary with another legal
entity or company or a fully liable partner in a
limited partnership or general partnership, if such
co-operation or termination is of fundamental
importance to the Company and (c) acquiring
or disposing of a participation in the capital of
a company by the Company or a subsidiary
amounting to at least one-third of the amount of
assets according to the Company's consolidated
balance sheet plus explanatory notes as laid
down in the last adopted financial statements
of the Company.
Shares
The issued share capital of the Company amounts
to €921,604,180.80, consisting of 576,002,613
shares of €1.60 each. Each share carries one vote.
The shares are listed on Euronext Amsterdam.
All shares carry equal rights and are freely
transferable (unless provided otherwise below).
Shares repurchased by the Company for the share-
based Long-Term Incentive Plan (LTIP) or for any
other purpose do not carry any voting rights and
dividend rights.
Shareholders who hold shares on a predetermined
record date are entitled to attend and vote at the
AGM. The record date for the AGM of 25 April 2019
is 28 days before the AGM, i.e. on 28 March 2019.